Takeover Code

6月28日の株主総会を終えて、一番気になった問題です。

シャイアーとのM&Aによる最終損益への影響を懸念する一般株主の質問に対してWeber社長は英国の規制(Takeover Code)によりOfferからClosingまでの間は新会社に関する数値を開示することはできないと答えました。Takeover Codeは逆に、15カ月以上さきの将来数値については会計士の見解を必要としない、など収益見通しの開示を促す懇切丁寧な指針を示しています。

Takeover Codeを初めて手に取りました。M&Aによって株主や従業員が不利益を被らないように配慮したガイドラインでもあると感じました。株主が判断するうえで必要な収益見通しとその根拠を経営陣が開示せずにM&Aを進行させるための道具でないことは明白です。収益見通しに関連するセクションKのルール28を抜粋しました。数値の根拠を明示し、わかりやすく、など一般株主への配慮も行き届いた指針です。是非、ご一読ください。株主総会での発言はTakeover Codeのどの部分を指しているのか、Weber社長は回答する義務があります。

400ページを超える英文を読むのは大変ですが全文テキストも添付しました。

SECTION K. PROFIT FORECASTS AND QUANTIFIED FINANCIAL BENEFITS STATEMENTS

RULE 28

NB The requirements of Rule 28 do not apply to a profit forecast or a quantified financial benefits statement published by a cash offeror.

28.1 REQUIREMENTS FOR PROFIT FORECASTS AND QUANTIFIED FINANCIAL BENEFITS STATEMENTS

(a) Except with the consent of the Panel, if, during an offer period (or in an announcement which commences an offer period), the offeree company or a securities exchange offeror publishes a profit forecast or a quantified financial benefits statement, the document or announcement in which the forecast or statement is first published must include:

(i) a report from its reporting accountants stating that, in their opinion, the forecast or statement has been properly compiled on the basis stated and (in the case of a profit forecast only) that the basis of accounting used is consistent with the company’s accounting policies; and

(ii) a report from its financial adviser(s) stating that, in its (or their) opinion, the forecast or statement has been prepared with due care and consideration.

28.2 PROFIT FORECASTS FOR FUTURE FINANCIAL PERIODS

(a) The Panel will normally grant a dispensation from the requirement to include reports from reporting accountants and the financial adviser(s)

in the case of a profit forecast for a financial period ending more than 15 months

from the date on which it is, or was, first published.

Where such a dispensation is granted, the offer document or offeree board circular (as appropriate), or any earlier document or announcement published during the offer period in which the profit forecast is referred to or first published, must include the directors’ confirmations referred to in Rule 28.1(c)(i). Alternatively, in the case of a profit forecast which was published before the offer period commenced, the document or announcement may include a statement by the directors that the profit forecast is no longer valid and an explanation of why that is the case.

(b) Except with the consent of the Panel, if, during the offer period (or in an announcement which commences an offer period), the offeree company or a securities exchange offeror either publishes for the first time or repeats a profit forecast for a future financial year, the document or announcement must include a corresponding profit forecast for the current financial year and for each intervening financial year. The requirements of Rule 28.1(a), (b) or (c)(i) (as appropriate) will apply to each such forecast for a financial year ending 15 months or less from the date on which it is, or was, first published and the requirements of Rule 28.2(a) will normally apply to each such forecast for a financial year ending more than 15 months from the date on which it is, or was, first published.

28.3 COMPILATION OF PROFIT FORECASTS AND QUANTIFIED FINANCIAL BENEFITS STATEMENTS

(a) Any profit forecast or quantified financial benefits statement must be properly compiled and must be prepared with due care and consideration. The profit forecast or quantified financial benefits statement, and the assumptions on which it is based, are the responsibility of the relevant party to the offer and its directors.

(b) A profit forecast (and the assumptions stated) or a quantified financial benefits statement (and the details included in accordance with Rule 28.6) must be:

(i) understandable: it must not be so complex or include such extensive disclosure that it cannot be readily understood;

(ii) reliable: it must be supported by a thorough analysis of the offeree company’s and/or the offeror’s business and must represent factual and not hypothetical strategies, plans and risk analysis; and

(iii) comparable (in the case of a profit forecast only): it should be capable of justification by comparison with outcomes in the form of historical financial information.

(c) A forecast of profit before tax should disclose separately any non-recurrent items and tax charges if they are expected to be abnormally high or low.

Takeover Code (Section K).pdf